MASTER MARKETING AND DEVELOPMENT AGREEMENT

Advertising or Marketing Agreement

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Best Buy Stores, L.P | TiVo Inc

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Title: MASTER MARKETING AND DEVELOPMENT AGREEMENT
Governing Law: New York Date: 9/9/2009
Industry: Broadcasting and Cable TV Sector: Services

MASTER MARKETING AND DEVELOPMENT AGREEMENT, Parties: best buy stores l.p , tivo inc

Exhibit 10.4

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

MASTER MARKETING AND DEVELOPMENT AGREEMENT

This Master Marketing and Development Agreement is entered into and made effective as of this 7th day of July, 2009 (the “ Effective Date ”), by and between TiVo Inc., a Delaware corporation having its principal place of business at 2160 Gold Street, Alviso, California, USA 95002 (“ TiVo ”), and Best Buy Stores, L.P., a Virginia limited partnership having its principal place of business at 7601 Penn Avenue South, Richfield, MN, USA 55423 (“ BBY ”).

R ECITALS

WHEREAS, TiVo is a leading provider of technology and services for digital video recorders (“ DVRs ”) and has developed certain technology that enables consumers to search, browse, and record television programs to a digital storage medium and control a television display, including, without limitation, pausing, fast forwarding and rewinding live and recorded television;

WHEREAS, BBY is a leading retailer of consumer electronic devices, including TiVo DVRs, and media content;

WHEREAS, the parties desire to develop jointly their respective video service offerings by advancing distribution of TiVo-enabled devices into consumer homes and by enabling access to and jointly marketing content and other services through such devices, in which the parties shall each economically participate;

WHEREAS, the parties desire to undertake and commercialize the product integration efforts and marketing initiatives further described in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, BBY and TiVo agree as follows:

A GREEMENT

1. DEFINITIONS. The following capitalized terms in this Agreement shall have the following meanings.

1.1 “ Affiliate ” shall mean any Person that, directly or indirectly, through one or more intermediaries, (a) owns or controls a Party, (b) is owned or controlled by a Party or (c) is under common control or ownership with a Party.

1.2 “ Agency ” shall mean any regulatory authority, body, council or agency having jurisdiction over either Party or the performance of the Services hereunder.

1.3 “ Agreement ” shall mean this Master Marketing and Development Agreement between BBY and TiVo, and all exhibits, schedules and attachments hereto, as the same may be amended or supplemented from time to time.

CONFIDENTIAL

1.4 “ Applicable Law ” shall mean all applicable federal, state, local and foreign laws, government rules and regulations and Agency supervisory issuances and court orders as are in effect and as are applicable to the performance of obligations or exercise of duties pursuant to this Agreement.

1.5 “ BBY Competitor ” means those entities listed on Schedule 1.5 , which schedule may be amended by mutual agreement of both parties.

1.6 “ [*] ” means any and all information collected directly by [*].

1.7 “ BBY Mark ” shall have the meaning set forth in Section 10.4.

1.8 “ BBY Marketing Commitment ” shall mean the [*] value (as described in Section 5.1) of the marketing and promotional activities that shall be undertaken by BBY in support of sales of TiVo-enabled DVRs (excluding any MSO/DBS Devices) through the BBY Retail Channel.

1.9 “ BBY Retail Channel ” means the physical stores and e-commerce website in each case owned and operated by BBY for the distribution of consumer electronic devices and media content. For the avoidance of doubt, the BBY Retail Channel shall not include any Existing Platforms or other TiVo-enabled DVRs sold through the BBY Retail Channel prior to the earlier of the Media Application Launch Date [*] or any MSO/DBS Device regardless of whether or when distributed in a store or e-commerce site that is part of the BBY Retail Channel.

1.10 “ [*] ” shall mean any content provider or other service that is owned, controlled or operated by BBY that achieves and maintains interoperability with the TiVo Service, including the [*] or any other service that is integrated with the TiVo service [*].

1.11 “ BBY Technology ” shall mean all Technology and related elements in oral, demonstrative, written, graphic or machine-readable form, either owned by BBY as of the Effective Date or developed thereafter by BBY or by third parties for BBY. BBY Technology does not include any element, segment or component of TiVo Technology.

1.12 “ [*] ”[*].

1.13 “ Claim Notice ” shall have the meaning set forth in Section 12.3(a).

1.14 “ Confidential Information ” shall mean any and all information, whether written or oral and in any medium, relating to or disclosed in this Agreement, or by a Party or its Affiliates in the course of performing under or exercising its rights under this Agreement, including information disclosed by either Party or its Affiliates to the other prior to the execution of this Agreement, which is or should be reasonably understood to be confidential or proprietary to the disclosing Party, including, without limitation: (a) all information related to sales of products, such as raw data, reports, and compilations of such data or information (including, but not limited to, information provided pursuant to the terms of this Agreement), (b) information relating to the services performed

[*]Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

CONFIDENTIAL

under this Agreement, including the financial terms, (c) work papers, analyses, compilations, projections, and statistical data, (d) product cost or sale information or data, (e) identities of any current or pending or future vendors or planned products and services to be offered or withdrawn, including any terms of either party’s contracts with third parties, (f) planned and future promotions and grand opening dates, (g) business plans and forecasts, (h) [*], (i) [*], and (j) any other document which is specifically marked or communicated by the disclosing party as “confidential” or “proprietary” or some similar designation. Further, except as may otherwise be agreed by the Parties in accordance with the provisions of Section 15.10, the terms and conditions of this Agreement (as well as all information regarding the negotiation of this Agreement) and the relationship between the Parties under this Agreement shall be deemed to be Confidential Information of each of the Parties. Notwithstanding the foregoing, Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of the receiving Party (or any person acting on its behalf); (b) was previously rightfully known to the receiving Party free of any obligation to keep it confidential; (c) is subsequently disclosed to the receiving Party by a third party that may rightfully transfer and disclose such information without restriction and free of any obligation to keep it confidential; or (d) is independently developed by the receiving Party or a third party, to the extent legally permissible, without reference to the disclosing Party’s Confidential Information.

1.15 “ Consumer Data ” means the [*], the [*], or both, as context may dictate.

1.16 “ Control ” and its derivatives, whether or not capitalized, shall mean, with respect to any Person, the legal, beneficial or equitable ownership, directly or indirectly, of greater than fifty percent (50%) of the capital stock or other equity ownership interest of such Person ordinarily having voting rights, or the power in fact to direct or cause the direction of the management of such Person or to elect the majority of such Person’s board of directors.

1.17 “ Deliverable ” shall mean the express deliverables that are identified in a given Statement of Work and that are provided by one Party to the other Party pursuant to such Statement of Work.

1.18 “ Documentation ” shall mean the written instruction manuals, on-line help files, and other technical information and material, in written or electronic form, regarding the use of any TiVo Deliverables or TiVo Service that TiVo makes available to BBY.

1.19 “ Existing Platforms ” shall mean the TiVo DVR platforms that are, as of the Effective Date, either in use by TiVo Users or currently being sold to consumers in retail outlets, including the DVRs referred to internally by TiVo as “Series2”, “Series3”, “TiVo HD”, and “TiVo HD XL”. Existing Platforms exclude TiVo DVRs that are MSO/DBS Devices.

1.20 “ Existing Platform Interface ” shall mean the TiVo interface utilized on the Existing Platform.

CONFIDENTIAL

1.21 “ Fiscal Year ” shall mean each BBY fiscal year ending February 28 (or 29) of the identified year (e.g. Fiscal Year 2011 refers to BBY’s fiscal year ending February 28, 2011).

1.22 “ Force Majeure Event ” shall have the meaning set forth in Section 15.1(a).

1.23 “ Improvement ” means, with respect to an item of Technology, any modification, improvement, extension, addition, development or derivative work of such item developed by either Party.

1.24 “ Indemnified Party ” shall have the meaning set forth in Section 12.3(a).

1.25 “ Indemnifying Party ” shall have the meaning set forth in Section 12.3(a).

1.26 “ Indemnity Claim ” shall have the meaning set forth in Section 12.3(a).

1.27 “ Intellectual Property Rights ” shall mean, to the extent that any of the following are recognized in any country or jurisdiction in the world: intellectual property and proprietary rights, whether registered or unregistered, including, without limitation, copyrights; patent rights (including, without limitation, applications for patent protection); publicity rights; trade secret rights; registered or otherwise protected trademarks, trade names and service marks; and protections from trademark dilution.

1.28 “ Launch Date ” shall mean the date on which the applicable development work described in a given Statement of Work shall be made first commercially available.

1.29 “ Licensed Titles ” shall mean electronic audio [*] titles which are packaged and merchandised for access or purchase by customers through the [*].

1.30 “ Look and Feel ” shall mean the overall appearance and presentation of a Person’s website, application or digital service, including, without limitation, graphics, artwork, color schemes, layout, navigation, mouseovers, organization and code developed specifically for such website, application or digital service.

1.31 “ Losses ” shall mean any and all losses, demands, liabilities, costs, or expenses, including without limitation reasonable attorneys’ fees, arising out of any claim by a third party.

1.32 “ Media Application ” shall mean the software owned by TiVo and its licensors, [*]. The Media Application will aggregate content offerings from all sources (including off-air, cable, satellite, and a variety of broadband TV destinations, as applicable to the device) into a universal search and browse experience. It is understood that upon execution of a Statement of Work relating to the [*] and the commercial launch thereof, the Parties intend to undertake the same development projects and commitments with respect to the [*] as they undertake with respect to the Media Application [*].

CONFIDENTIAL

1.33 “ Media Application Launch Date” shall mean the date that the Media Application is first made commercially available on TiVo devices for sale through the BBY Retail Channel.

1.34 “ MSO/DBS Devices ” shall mean equipment that directly facilitates MSO/DBS connectivity and is owned and/or controlled by cable, satellite, or other multichannel video programming distributors, including the cobranded TiVo/DirecTV box and other similar co-branded, prepackaged boxes, whose interfaces incorporate the TiVo Service, even if the DVRs that are distributed in connection with such platforms are offered for sale and/or distributed through the BBY Retail Channels and/or Other Retail Channels. For the avoidance of doubt, standalone TiVo boxes that incorporate a cable card (e.g., fitted by a BBY employee) and that subscribe to the TiVo Service directly through TiVo are NOT considered MSO/DBS Devices. TiVo interfaces embodied on MSO/DBS Devices are excluded from TiVo’s obligations hereunder.

1.35 “ [*] ” shall mean the [*].

1.36 “ [*] Initiative ” shall mean the development work that the Parties may undertake to integrate the [*] with the TiVo Service, as described in Section 4.2.

1.37 “ [*] ” shall mean the gross amount collected by [*] from any third party in connection with the [*] that is distributed to the [*] less (i) [*]; (ii) [*]; and (iii) [*].

1.38 “ Net Revenue ” shall mean the gross amount collected by [*] from any third party in connection with the [*] on the [*] less (i) [*]; (ii) [*]; and (iii) [*].

1.39 “ [*] ” shall mean the version of the Media Application that may be developed by the Parties pursuant to a Statement of Work to be mutually agreed, which will [*].

1.40 “ [*] ” shall mean any and all physical retail stores and/or e-commerce websites [*].

1.41 “ Party ” or “ Parties ” shall mean individually or collectively, as the case may be, BBY and TiVo and any and all permitted successors and assigns.

1.42 “ Person ” shall mean any individual, firm, corporation, business trust, partnership or other entity and shall include any successor (by merger or otherwise) of such entity.

1.43 “ Specifications ” shall mean the technical specifications for each Deliverable, as specified in the applicable Statement of Work for such Deliverable.

1.44 “ Statement of Work ” shall mean a document that describes the development services that each Party agrees to perform pursuant to the terms of this Agreement and which shall contain, as applicable and as agreed by the Parties, the scope of activities, personnel and other resources to be provided by each Party, technical and functional requirements (including all Specifications), development tasks, time for start and completion, interim milestones, acceptance criteria, scheduled Launch Date, allocation of funding responsibility, responsibilities of each Party with respect to the

CONFIDENTIAL

Consumer Data of the other Party in connection with the applicable products or services that are the subject of the development work, allocation of ownership of any developed intellectual property, revenue shares, if any, payable by one Party to the other Party in connection with distribution of the applicable products or services that are the subject of the development work, applicable representations, warranties, and indemnities, any amendments to the terms and conditions of this Agreement that are required to implement such development services, and any other relevant terms related to the subject matter of such Statement of Work. Each Statement of Work shall be agreed upon and executed by the Parties and consecutively numbered and annexed as a part of Exhibit A, for example, Exhibit A-1, Exhibit A-2, Exhibit A-3, etc. The Specifications for any Deliverables to be provided pursuant to such Statement of Work shall be attached to such Statement of Work and incorporated by reference therein.

1.45 “ Subscriber ” shall have the meaning set out in the Vendor Agreement, [*].

1.46 “ Tax ” shall mean any and all forms of taxation and statutory, governmental, state, provincial, local or municipal impositions, duties, imposts, contributions, rates and levies, anywhere in the world whenever imposed, and all penalties, fines, charges, costs and interest relating thereto.

1.47 “ Tax Authority ” shall mean any statutory, federal, state, governmental or municipal authority or body (anywhere in the world) involved in the collection or administration of any Tax.

1.48 “ Technology ” shall mean code, screens, specifications, designs, works, plans, drawings, data, prototypes, discoveries, algorithms, inventions, formulae, research, developments, methods, processes, procedures, improvements, “know-how”, compilations, Look and Feel, technical information and materials, in oral, demonstrative, written, graphic or machine-readable form.

1.49 “ Term ” shall have the meaning set forth in Section 11.1.

1.50 “ Third Party Claim ” shall have the meaning set forth in Section 12.3(a).

1.51 “ TiVo Elements ” shall mean any and all modules, templates, interfaces, components, utilities, subsets, objects, program listings, tools, models, programs, systems, analysis frameworks and leading practices owned or developed by TiVo or its subcontractors.

1.52 “ TiVo Competitor ” means those entities listed on Schedule 1.17 , which schedule may be amended by mutual agreement of both parties.

1.53 “ [*] ” means any and all information collected directly by [*].

1.54 “ TiVo Mark ” shall have the meaning set forth in Section 10.5.

1.55 “ TiVo-Owned ” shall have the meaning set forth in TiVo’s Form 10-K and 10-Q filings with the Securities and Exchange Commission.

CONFIDENTIAL

1.56 “ TiVo Service ” means the digital video recording solution offered by TiVo that allows a Subscriber to store and manage content obtained through a TiVo-enabled digital video recorder.

1.57 “ TiVo Technology ” shall mean all Technology and TiVo Elements in oral, demonstrative, written, graphic or machine-readable form, and either owned by TiVo as of the Effective Date or developed thereafter by TiVo or its subcontractors or by third parties for TiVo or its subcontractors. TiVo Technology does not include any element, segment or component of BBY Technology.

1.58 “ TiVo User ” shall mean any end user authorized by TiVo to use any TiVo Service.

1.59 “ TiVo User Agreement ” shall have the meaning set forth in Section 8.1.

1.60 “ Vendor Agreement ” shall mean the Vendor Agreement, [*] .

2. DEVELOPMENT PARAMETERS . The parties may engage in certain development work, as outlined and further described in Sections 3 and 4. Prior to engaging in any development work, the Parties will meet to scope the opportunity and will negotiate in good faith a separate Statement of Work. Each Party shall perform the tasks as mutually agreed and described in each Statement of Work. Funding of development costs for each project will be as contained in each agreed upon Statement of Work. Each Party shall otherwise bear its own costs of performing the tasks it undertakes to perform pursuant to any Statement of Work unless otherwise specified in such Statement of Work. The Parties agree that all development work will be funded and performed [*]. For the avoidance of doubt, the Parties acknowledge and agree that [*].

3. IMMEDIATE DEVELOPMENT AND/OR COORDINATION BETWEEN THE PARTIES

3.1 BBY Showcase

(a) General . After the Media Application Launch Date [*], whichever is earlier, during the Term and subject to each parties written acceptance of a Statement of Work addressing the terms under which TiVo will provide BBY a showcase (“ Showcase Terms ”), TiVo shall make available to BBY [*] (the “ BBY Showcase ”). Subject in each case to TiVo’s technical requirements and limitations as more fully set forth in the Showcase Terms, the BBY Showcase shall include the following features: (i) [*]; and (iii) [*]. The BBY Showcase shall [*] on such Existing Platforms and such future TiVo DVR platforms that incorporate the Media Application and the BBY Showcase [*].

(b) Statement of Work Date . The Parties intend to agree to a Statement of Work (which will include a scheduled Launch Date) for the development of the BBY Showcase, and will

CONFIDENTIAL

use commercially reasonable efforts to execute such Statement of Work [*] from the Effective Date of this Agreement.

(c) Future Development . Subject to the Parties’ advance written agreement on a Statement of Work addressing such development, the Parties may develop the functionality for BBY Showcases to enable TiVo Users [*].

3.2 [*] . Immediately after the Effective Date, TiVo and BBY will work together to develop a conceptual plan [*]. TiVo will provide [*]. The conceptual designs will [*].

3.3 [*] . The parties acknowledge the potential value of [*]. As such, after the Media Application Launch Date [*], whichever is earlier and during the Term, TiVo will [*].

4. POTENTIAL FUTURE DEVELOPMENT OPPORTUNITIES

4.1 General. The Parties anticipate that they may undertake one or more of the development opportunities described in this Section 4, provided that [*].

4.2 [*] . The Parties may enter into a Statement of Work pursuant to which TiVo shall perform development work to cause the [*] to [*]. Such Statement of Work would identify development that would enable the [*] to [*] after the applicable Launch Date.

4.3 [*] . The Parties may enter into a Statement of Work pursuant to which TiVo shall perform development work to cause the [*] to [*]. Such Statement of Work would identify development that would enable the [*] to [*].

4.4 [*] . After the Media Application Launch Date [*], whichever is earlier and during the Term, the Parties may enter into one or more Statements of Work pursuant to which TiVo shall perform development work to cause [*], subject to approval by TiVo [*] and subject to the engineering development conditions set forth in Section 4.14.

(a) Future Opportunities. At BBY’s request and after execution of the applicable Statement of Work, TiVo and BBY would work together to investigate additional mechanisms to streamline access to the applicable [*]. Potential mechanism, but not binding unless otherwise agreed in writing by both Parties, include:

(i) [*];

(ii) [*]; and

(iii) [*].

CONFIDENTIAL

4.5 [*] . The Parties may enter into a Statement of Work pursuant to which TiVo shall perform development work to [*] to enable [*] from TiVo DVRs that incorporate the Media Application [*] after the applicable Launch Date (the “[*]”). For purposes of clarity, the Existing Platforms would not support the [*]. [*] would be made available on all TiVo DVRs that are technologically capable of integrating and executing the Media Application, and [*] after the applicable Launch Date.

(a) [*] . It is understood by the Parties that [*] would enable [*] in the Media Application shall be [*] in a manner consistent with Schedule 4.6(a) (the “[*]”). [*] in the Media Application shall be [*] in Schedule 4.6(b) (the “[*]”). Determination of which [*] are [*] would be [*] as follows:

(i) [*];

(ii) [*];

(iii) [*]; and

(iv) [*].

(b) Content Provider Position in BBY Retail Channel . After the commercial release of the [*] and during the Term, subject in each case to [*], [*] will have the [*] within the Media Application and Existing Platforms [*]. [*]. [*].

4.6 [*] . [*] completed through the [*] via the Media Application and the Existing Platform Interface will be specifically negotiated and included in the applicable Statement of Work.

4.7 Development of [*] . Subject to the advance written agreement on a Statement of Work, the Parties shall work together to develop the [*]. The Parties will use commercially reasonable efforts to scope and negotiate the related Statement of Work within [*] after the Effective Date, and to develop [*]. BBY will also [*]. For the avoidance of doubt, it would be BBY’s intent to [*]. For purposes of clarity, the Parties understand and agree that the [*].

4.8 [*] . After the Media Application Launch Date [*], whichever is earlier and during the during the Term and subject to each parties written acceptance of a Statement of Work addressing the terms under which TiVo would distribute any [*] (defined herein) through the [*] on the TiVo Service, if BBY develops [*] (each, a “[*]”), TiVo shall make available [*] on all Existing Platforms and future TiVo DVR platforms that incorporate the [*] of the TiVo Service. As part of such [*], the [*] shall be available for access by TiVo subscribers to enable the [*].

4.9 [*] . If BBY develops an [*] that will enable the [*] (“[*]”), the Parties may negotiate a Statement of Work pursuant to which the [*] and would be [*] on the Media Application and Existing Platforms distributed through the [*], subject only to technical limitations and device compatibility.

CONFIDENTIAL

Further, the Parties may enter into a Statement of Work pursuant to which the Parties would integrate the [*] such [*] Media Application and Existing Platforms with [*]. Additionally, BBY and TiVo may develop services that [*]. [*] the Media Application and Existing Platform Interfaces will be specified in the applicable Statement of Work.

4.10 [*] . If BBY develops a [*] (“[*]”), the Parties may negotiate a Statement of Work pursuant to which the Parties would integrate the [*]. The [*] (“[*]”) [*]. [*] the Media Application and Existing Platform Interface will be specified in the applicable Statement of Work.

4.11 [*] . During the Term, at BBY’s request, the Parties shall use commercially reasonable efforts [*] would comprise “Other Development” as described in Section 4.14 below.

4.12 Certain Strategic Opportunities . BBY and TiVo shall use commercially reasonable efforts to pursue on a joint basis, the following strategic initiatives (including, with regard to (a) and (b), as may be otherwise described herein in further detail): (a) [*], (b) [*], (c) [*], and (d) [*].

4.13 [*] . From time to time, but at least on a regular [*] basis, the Parties will undertake [*] between the Parties’ designated representatives in which the Parties shall discuss [*] for (a) [*], if applicable, (b) [*], and (c) as applicable and reasonably available to each Party, [*].

4.14 Other Development . In addition to the specific development initiatives outlined above and after the Media Application Launch Date [*], whichever is earlier and during the Term, [*] (a) [*], (b) [*], and (c) [*], all as further defined in the applicable Statement of Work to be mutually agreed by the Parties.

4.15 Technical Support; Updates . Throughout the Term, [*] related to the TiVo Service and will provide [*].

5. BBY MARKETING AND MERCHANDISING COMMITMENT

5.1 BBY Marketing Commitment

(a) General. Commencing on the Media Application Launch Date [*], whichever is earlier, and during the remainder of the Term, BBY shall enhance the BBY in-store merchandising presence for TiVo-enabled devices (excluding any MSO/DBS Devices) and develop and execute marketing and promotional activities to maximize sales of TiVo-enabled devices (excluding any MSO/DBS Devices) for the distribution of TiVo Service, as provided herein. BBY shall ensure that the BBY Marketing Commitment shall be [*]. Starting on the first Additional Marketing Commitment Launch Date, the value of the [*] BBY Marketing Commitment shall [*]. Starting on the next Additional Marketing Commitment Launch Date, the value of the [*] BBY Marketing Commitment shall [*]. For purposes of clarification, the BBY Marketing Commitment shall be determined relative to [*]. BBY acknowledges and agrees that at all times during the Term it shall

CONFIDENTIAL

ensure that [*] the total BBY Marketing Commitment shall be [*]. The value of all such marketing activities shall be [*]. The Parties agree to [*].

(b) Specific Marketing Resources. The marketing and promotional activities to be undertaken by BBY shall [*]: (i) [*]; (ii) [*]; (iii) [*]; (iv) [*]; and (v) [*]. The implementation, nature, timing and other considerations related to any other marketing or promotional activities to be undertaken by BBY would be [*] and may include [*] the following: (v) [*]; (vi) [*]; (vii) [*] and (viii) [*].

(c) [*] . [*], notwithstanding anything to the contrary in this Agreement, BBY does [*].

5.2 [*] . In connection with this Agreement, BBY and TiVo will seek to generate, at a minimum, the following levels of [*]: (a) the [*], (b) the [*], and (c) the [*]:


[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]

[*].

6. FEES AND PAYMENTS

6.1 [*] . Notwithstanding any other amounts in the Vendor Agreement to the contrary, [*]:


[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]

[*].

(a) During the Term of this Agreement, [*]. Subscribers acquired prior to or after this Agreement shall be governed by the terms of the Vendor Agreement. The same restrictions shall apply to what constitutes a “Subscriber” under this Agreement as under the Vendor Agreement. [*].

6.2 [*] . After the Media Application Launch Date [*], whichever is earlier, and during the Term, [*]. Notwithstanding the foregoing, [*].

6.3 [*] . From and after the date on which the total number of Existing Platforms and [*]after the Effective Date [*], BBY shall [*].

CONFIDENTIAL

6.4 Payment Terms. Unless otherwise agreed in writing between the Parties, all payments by BBY to TiVo, by TiVo to BBY, and other transfers of funds between the Parties required shall be made by bank transfer, and all charges and fees relating to such transfers (including, without limitation, those levied by the paying and payee bank or other financial institution) will be borne by the Party receiving the payment and shall be made in accordance with the payment terms and obligations contained in Exhibit C.

6.5 Taxes. Each Party shall be liable for Taxes based on its own net income, items of tax preference, profit, network, capital stock, franchise, property or conduct of business, or similarly based Taxes.

7. PRODUCT PURCHASES; FORECASTS

7.1 Purchase Terms. The Parties acknowledge and agree that the distribution by TiVo to BBY of all TiVo DVRs for distribution through the BBY Retail Channel prior to and after the Effective Date shall be governed by the terms of the existing Vendor Agreement between TiVo and BBY Purchasing LLC dated March 3, 2002, as amended (“ Vendor Agreement ”), except to the extent any specific term in the Vendor Agreement is specifically amended and superseded by a term in this Agreement.

7.2 [*] . Notwithstanding anything to the contrary in the Vendor Agreement, which shall be amended in relevant part by this Section 6.1, during the Term, no later than five (5) days after the end of each month, BBY shall [*].

8. END USER RELATIONSHIPS

8.1 TiVo User Agreements . As between the Parties, TiVo shall be solely responsible for entering into a user agreement with each TiVo User governing subscriptions to the TiVo Service (the “ TiVo User Agreement ”). TiVo shall establish all terms of the TiVo User Agreement in its sole discretion and may choose to use different forms of the TiVo User Agreement in different territories. Notwithstanding the foregoing, TiVo agrees to inform BBY [*] of any change to the TiVo User Agreement that would require BBY to make any changes to its policies or practices.

8.2 Privacy . Each Party assumes responsibility for compliance with applicable data protection and privacy laws, and all applicable privacy policies, with respect to all of its activities and with respect to any consumer data collected by such Party. The Parties shall take all steps and do, or omit to do, all things and deliver any documents, consents, notices or things as are necessary, as any Agency or court order may require, to ensure that BBY and TiVo comply with all applicable data protection and privacy regulations.

8.3 Ownership. Each Party will own its Consumer Data in whatever form or format and, except as otherwise expressly stated in this Agreement or restricted by such Party’s privacy policies, may use such Consumer Data in whatever form or format without restriction, in accordance with all

CONFIDENTIAL

Applicable Laws. For the avoidance of doubt and for clarification, the same information may be separately collected by each Party and at the same time be Consumer Data of each Party. Any Consumer Data provided by one Party to the other Party under this Agreement will be used by the receiving Party solely to the extent necessary to permit such Party to perform its obligations and exercise its rights under this Agreement, or as otherwise permitted hereunder; provided, however, that, for purposes of clarity, the foregoing will not apply to the extent that the receiving Party has obtained or late

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